商務(wù)英語中英文對照中外合資經(jīng)營合同格式

1、商務(wù)英語中英文對照：中外合資經(jīng)營合同格式THE CONTRACT FOR SINO-FOREIGN EQUITY JOINT VENTURE Whole Doc.Chapter 1 General ProvisionsIn accordance with the Law of the People ' s Republic of China on Joint Ventures Using Chinese and Foreign Investment (the "Joint Venture Law") and other relevant Chinese laws a

2、nd regulations,Company andCompany, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly investto set up a joint venture enterprise in of the People' s Republic of China.Chapter 2 Parties of the Joint VentureArticle 1Parties to this

3、contract are as follows: Companyhereinafter referred to as Party A), registered with in China, and its legal address is at(street)(district)(city)China.Legal representative: Name:Position:Nationality:Company (hereinafter referred to as Party B), registered with . Its legal address at.Legal represent

4、ative: Name:Position:Nationality:(Note: In case there are more than two investors, they will be called Party C,D.in proper order).Chapter 3 Establishment of the Joint Venture CompanyArticle 2In accordance with the Joint Venture Law and other relevant Chinese laws and regulations, both parties of the

5、 joint venture agree to set up joint venture limited liability company ( hereinafterreferred to as the joint venture company).Article 3The name of the joint venture company is Limited LiabilityCompany.The name in foreign language is.The legal address of the joint venture company is at street(city)pr

6、ovince.Article 4All activities of the joint venture companyshall be governed by the laws, decrees and pertinent rules and regulations of the People' s Republic of China.Article 5The Organization form of the joint venture companyis a limited liability company. Each party to the joint venture comp

7、any is liable to the joint venture company within the limit of the capital subscribed by it. The profits, risks and losses of the joint venture company shall be shared by the parties in proportion to their contributions to the registered capital.Chapter 4 The Purpose, Scope and Scale of Production a

8、nd BusinessArticle 6The goals of the parties to the joint venture are to enhance economic co-operation technical exchanges, to improve the product quality, develop new products, and gain a competitive position in the world market in quality and price by adopting advanced and appropriate technology a

9、nd scientific managementmethods, so as to raise economic results and ensure satisfactory economic benefits for each investor.(Note: This article shall be written according to the specific situations in the contract).Article 7The productive and business scope of the joint venture company is to produc

10、e products; provide maintenance service after the saleof the products; study and develop newproducts. (Note: It shall be written in the contract according to the specific conditions).Article 8The production scale of the joint venture company is as follows:1. The production capacity after the joint v

11、enture is put into operationis.2. The production scale may be increased up to with thedevelopment of the production and operation. The product varieties may be developed into. (Note: It shall be written according to the specific situation).Chapter 5 Total Amount of Investment and the Registered Capi

12、talArticle 9The total amount of investment of the joint venture company is RMB (or a foreign currency agreed upon by both parties).Article 10Investment contributed by the parties is Renminbi, which will be the registered capital of the joint venture company.Of which: Party A shall pay Yuan, accounti

13、ng for %;Party B shall pay Yuan, accounting for%.Article 11Both Party A and Party B will contribute the following as their investment: Party A: cash Yuan machines and equipment Yuanpremises Yuan the right to the use of the site Yuanindustrial property Yuan others Yuan,Yuan in all.Party B: cash Yuanm

14、achines and equipment Yuanindustrial property Yuanothers Yuan,Yuan in all. (Note: When contributingcapital goods or industrial property as investment, Party A and Party B shall conclude a separate contract to be a part of this main contract).Article 12The registered capital of the joint venture comp

15、any shall be paid in installments by Party A and Party Baccording to theirrespective proportion of their investment.Each installment shall be as follows: (Note: it shall be written according to the concrete conditions).Article 13In case any party to the joint venture intends to assign all or part of

16、 his investment subscribed to a third party, consent shall be obtained from the other party to the joint venture, and approval from the examination and approval authority is required. When one party to the joint venture assigns all or part of his investment, the other party has preemptive right.Chap

17、ter 6 Responsibilities of Each Party to the Joint VentureArticle 14Party A and Party B shall be respectively responsible for the following matters:Responsibilities of Party A:Handling of applications for approval, registration, business license and other matters concerning the establishment of the j

18、oint venture company from relevant departments in charge of China; Processing the application for the right to the use of a site to the authority in charge of the land; Organizing the design and construction of the premises and other engineering facilities of the joint venture company; Providing cas

19、h, machinery and equipment and premises . in accordance with the provisions of Article 11; Assisting Party B to process import customs declarationfor the machinery and equipment contributed by Party B as investment and arranging the transportation within the Chinese territory; Assisting the joint ve

20、nture companyin purchasing or leasing equipment, materials,rawmaterials, articles for office use, means of transportation and communication facilities etc.; Assisting the joint venture company in contacting and settling the fundamental facilities such as water, electricity, transportation etc.;Assis

21、ting the joint venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed; Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures;Responsible for handling other matters entrusted by the join

22、t venture company.Responsibilities of Party B:Providing cash, machinery and equipment, industrial property . in accordance with the provisions of Article 11, and responsible for shipping capital goods such as machinery and equipment etc. contributed as investment to a Chinese port;Handling the matte

23、rs entrusted by the joint venture company, such as selecting and purchasing machinery and equipment outside China, etc.;Providing necessary technical personnel for installing, testing and trial production of the equipment as well as the technical personnel for production and inspecting; Training the

24、 technical personnel and workers of the joint venture company;In case Party B is the licensor, it shall be responsible for the stable production of qualified products of the joint venture companyin the light of design capacity within the specified period; Responsible for other matters entrusted by t

25、he joint venture company. (note: It shall be written according to the specific situation).Chapter 7 Transfer of TechnologyArticle 15Both Party A and Party B agree that a technology transfer agreement shall be signed between the joint venture companyand Party B (or a third party) so as to obtain adva

26、nced production technology needed for realizing the production and operation purpose and the production scale specified in Chapter 4 of the contract, including product design, manufacturing technology, meansof testing, materials prescription, standard of quality and the training of personnel etc. (N

27、ote: It shall be written in the contract according to the concrete conditions).Article 16Party B offers the following guarantees on the transfer of technology:(Note: Article applies only when Party B is responsible for transferring technology to the joint venture company).1. Party B guarantees that

28、the overall technology such as the designing, manufacturing technology, technological process, tests and inspection of products (Note: The name of the products shall be written) provided to the joint venture company must be integrated, precise and reliable. Itis to meet the requirement of the joint

29、venture ' s operation purpose, and be able to obtain the standard of production quality and production capacity specified in the contract;2. Party B guarantees that the technology specified in this contract and the technology transfer agreement shall be fully transferred to the joint venture com

30、pany, and pledges that the provided technology should be truly advanced amongthe sametype of technology produced by Party B, the model, specification and quality of the equipment are excellent and it is to meet the requirement of technological operation and practical usage;3. Party B shall work out

31、a detailed list of the provided technology and technological service at various stages as specified in the technology transfer agreement to be an appendix to the contract, and guarantee its performance;4. The drawings, technological conditions and other detailed information are part of the transferr

32、ed technology and shall be provided on time;5. During the term of the technology transfer agreement, Party B shall provide the joint venture company with anyimprovements in thetechnology and the improved information and technological materials in time, and shall not charge separate fees;6. Party B s

33、hall guarantee that the technical personnel and the workers in the joint venture company can master all the technology transferred within the period specified in the technology transfer agreement.Article 17In case Party B fails to provide equipment and technology in accordance with the provisions of

34、 this contract and the technology transfer agreement or in case any deceiving or concealing actions are found, Party B shall be responsible for compensating the direct losses to the joint venture company.Article 18The technology transfer fee shall be paid in royalties. The royalty rate shall be% of

35、the net sales value of the products. The term for royalty payment is the same as the term for the technology transfer agreement specified in Article 19 of this contract.Article 19The term for the technology transfer agreement signed by the joint venture company and Party B is years. After the expira

36、tion of thetechnology transfer agreement, the joint venture company shall have the right to use, research and develop the imported technology continuously. (Note: The term for a technology transfer agreement is generally no longer than 10 years, and it shall be approved by the Ministry of Foreign Tr

37、ade and Economic Cooperation or other examination and approval authorities entrusted by the Ministry of Foreign Trade and Economic Cooperation).Chapter 8 Selling of ProductsArticle 20The products of joint venture company will be sold both on the Chinese and the overseas market, the export portion ac

38、counts for%, % for the domestic market. (Note: An annual percentage and amount for outside and domestic selling will be written out according to practical situations, in normal conditions, the amount for export shallat least meet the needs of foreign exchange expenses of the joint venture company).A

39、rticle 21Products maybe sold on overseas markets through the following channels: The joint venture company may directly sell its products on the international market, accounting for%. The joint venture company may sign sales contracts with Chinese foreign trade companies, entrusting them to be the s

40、ales agencies or exclusive sales agencies, accounting for%. The joint venture company may entrust Party B to sell its products, accounting for%.Article 22The joint venture ' s products to be sold in China may be handled by the Chinese materials and commercial departments by means of agency or ex

41、clusive sales, or may be sold by the joint venture company directly.Article 23In order to provide maintenance service to the products sold both in China or abroad, the joint venture company may set up sales branches for maintenance service both in China or abroad subject to the approval of the relev

42、ant Chinese department.Article 24 The trade mark of the joint venture ' s products is .Chapter 9 The Board of DirectorsArticle 25The date of registration of the joint venture company shall be the date of the establishment of the board of directors of the joint venture company.Article 26The board

43、 of directors is composed of directors, of whichshall be appointed by Party A,by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman and vice-chairman is four years, their term of office may be renewed if

44、continuously appointed by the relevant party.Article 27The highest authority of the joint venture company shall be its board of directors. It shall decide all major issues (Note: The main contents shall be listed in the light of Article 36 of the Implementing Regulations for the Joint Venture Law) c

45、oncerning the joint venture company. Unanimous approval shall be required for any decisions concerning major issues. As for other matters, approval by majority or a simple majority shall be required. (Note: It shall be explicitly set out in the contract).Article 28The chairman of the board is the le

46、gal representative of the joint venture company. Should the chairman be unable to exercise his responsibilities for any reason, he shall authorize the vice- chairman or any other directors to represent the joint venture company temporarily.Article 29The board of directors shall convene at least one

47、meeting every year. The meeting shall be called and presided over by the chairman of the board.The chairman may convene an interim meeting based on a proposal made by more than one third of the total number of directors. Minutes of the meetings shall be placed on file.Chapter 10 Business Management

48、OfficeArticle 30The joint venture companyshall establish a managemenoffice which shall be responsible for its daily management. The managemenoffice shall have a general manager, appointed by Party,deputy general managers,by Party;by Party. The general manager and deputy general managers whose terms

49、of office is years shall be appointed by the board of directors.Article 31The responsibility of the general manager is to carry out the decisions of the board and organize and conduct the daily management of the joint venture company. The deputy general managers shall assist the general manager in h

50、is work. Several department managers may be appointed by the management office, they shall be responsible for the work in various departments respectively, handle the matters handed over by the general manager and deputy general managers and shall be responsible to them.Article 32In case of graft or

51、 serious dereliction of duty on the part of the general manager and deputy general managers, the board of directors shall have the power to dismiss them at any time.Chapter 11 Purchase of EquipmentArticle 33In its purchase of required raw materials, fuel, parts, means of transportation and articles

52、for office use, etc., the joint venture company shall give first priority to purchase in China where conditions are the same.Article 34In case the joint venture company entrusts Party B to purchase equipment on the overseas market, persons appointed by the Party A shall be invited to take part in th

53、e purchasing.Chapter 12 Preparation and ConstructionArticle 35During the period of preparation and construction, a preparation and construction office shall be set up under the board of directors. The preparation and construction office shall consist of persons,among which persons will be from Party

54、 A,persons fromParty B. The preparation and construction office shall have one manager recommendedby Party , and one deputy manager by Party . The manager and deputy manager shall be appointed by the board of directors.Article 36The preparation and construction office is responsible for the followin

55、g concrete works: examining the designs of the project, signing the project construction contract, organizing the purchase and inspection of related equipment, materials, etc., working out the general schedule of project construction, compiling the expenditure plans, controlling project financial pa

56、yments and final accounts of the project, drawing up managerial methods and keeping and filing documents, drawings, files and materials, etc., during the construction period of the project.Article 37A technical group with several technical personnel appointed by Party A and Party B shall be organize

57、d. The group, under the leadership of the preparation and construction office, is in charge of the examination, supervision, inspection, testing, checking and accepting, and performance checking of the project design, the quality of the project, the equipment and materials and the imported technolog

58、y.Article 38After approval by both parties, the establishment, remuneration and the expenses of the staff of the preparation and construction office shall be covered in the project budget.Article 39After having completed the project and finished the turning over procedures, the preparation and const

59、ruction office shall be dissolved upon the approval of the board of directors.Chapter 13 Labor ManagementArticle 40Labor contract covering the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards, penalties and other matters concerning the staff and workers of the joint ven